10. Hotel Rwanda: Don Cheadle delivers the best performance of his career, elevating a screenplay that's occasionally a tad on the melodramatic side.

9. House of Flying Daggers: Though his Hero was painfully dull, director Zhang Yimou redeemed himself with this engaging and viscerally astounding tale that's surely the best looking film of the year.

8. Man on Fire: A tough, gritty revenge flick featuring another great performance from Denzel Washington.

7. The Village: Presumably because they were expecting another Sixth Sense, critics and audiences alike pounced on M. Night Shyamalan's The Village. But pre-conceived notions aside, this is a fascinating, visually sumptuous tale featuring an amazing breakout performance from Bryce Dallas Howard.

6. Open Water: Shot on a microscopic budget with digital cameras, Open Water is clearly this year's Blair Witch Project (and it's just as scary, too).

5. The Butterfly Effect: Yep, a flick with Ashton Kutcher in it made the list. But The Butterfly Effect is such an effective, gripping time-traveling thriller, not even Kutcher could ruin it (he gives a surprisingly decent performance, anyway).

4. Broken Wings: A deceptively simple story about the trials and tribulations of an ordinary family.

3. The Passion of the Christ: Put aside the hoopla and hype, and you're left with a riveting cinematic event that cements Mel Gibson's status as one of the great directors.

2. Kill Bill: Volume 2: Quentin Tarantino wraps up the Bride's saga in an installment that's more effective than its predecessor, as it contains more of an emphasis on the sort of dialogue that only Tarantino can write.

1. Garden State: What's left to say about Garden State? It's a masterpiece, pure and simple.

9. The Alamo: Speaking of overblown war epics, The Alamo somehow manages to waste the talent of two exceptionally charismatic performers (Dennis Quaid and Jason Patric), while turning a moment of great historical importance into a dull spectacle.

8. Club Dread: The Broken Lizard gang misses the mark big time with this broad, painfully unfunny spoof of horror films.

7. Agent Cody Banks 2: Destination London: It's entirely possible that Agent Cody Banks 2: Destination London is even worse than the original, which is some kind of amazing feat given how terrible that one was.

6. The Whole Ten Yards: Though The Whole Nine Yards wasn't exactly screaming out for a sequel, we got one anyway. The level of incompetence on display here - from the acting to the direction to the writing - is astounding.

5. Exorcist: The Beginning: Paul Schrader's version was dumped for this?

4. Taxi: Jimmy Fallon's movie career gets off to a disastrous start with this grating misfire that makes one pine for the complexity of Carrot Top's starring debut, Chairman of the Board.

3. Twisted: Memo to Ashley Judd: Stop. Just stop.

2. The Saddest Music in the World: There's a big difference between setting a movie in the '20s and actually using cameras from the '20s. Unfortunately, director Guy Maddin is unable to make the distinction.

1. Rick: Unpleasant, nauseating dreck featuring an unexpectedly talented cast (Bill Pullman, Dylan Baker, etc) that is nevertheless a complete ordeal to set through. The worst of the worst.